DEFA14A: OptiNose Addresses Stockholder Lawsuits with Supplemental Merger Disclosures

OptiNose provides supplemental disclosures to its definitive proxy statement related to its merger with Paratek Pharmaceuticals in response to stockholder litigation alleging misrepresentations.

Summary

• OptiNose has filed definitive additional materials to supplement its proxy statement regarding the proposed merger with Paratek Pharmaceuticals.
• This action comes in response to two stockholder lawsuits filed in New York state court and demand letters alleging misrepresentations and omissions in the original proxy statement.
• The company maintains that the allegations are without merit but is providing the supplemental disclosures to avoid delays and minimize litigation costs.
• The supplemental disclosures include updates to sections regarding litigation, the background of the merger, unaudited financial forecasts, Evercore's opinion, and selected precedent transactions analysis.
• The special meeting to vote on the merger is still scheduled for May 16, 2025, and the board continues to recommend voting in favor of the proposals.
• The supplemental disclosures do not change the consideration to be paid to stockholders or the timing of the special meeting.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the company faces litigation, it is taking proactive steps to address concerns and the board still recommends the merger. The supplemental disclosures are not indicative of a fundamental problem with the deal, but rather a response to legal challenges.

Positives

• The company is proactively addressing stockholder concerns to avoid potential delays to the merger.
• The board is unanimously recommending the merger, indicating confidence in the transaction.
• The supplemental disclosures aim to provide more transparency to stockholders.

Negatives

• The stockholder litigation and demand letters suggest concerns about the disclosures in the original proxy statement.
• The company is incurring costs and expending resources to address the litigation.
• The need for supplemental disclosures could indicate potential weaknesses in the initial disclosures.

Risks

• The stockholder litigation could potentially delay or adversely affect the merger.
• Failure to obtain necessary regulatory approvals could prevent the merger from being completed.
• Disruption from the pending merger could make it more difficult to maintain business relationships.
• The company's management's attention could be diverted from ongoing business operations.
• There are risks related to achieving the milestones necessary for the payment of any contingent value rights.

Future Outlook

The document contains forward-looking statements regarding the expected completion and timing of the proposed transaction, which are subject to various risks and uncertainties.

Management Comments

• The Company believes that the allegations in the Litigation Matters are without merit and that no further disclosures are required to supplement the Definitive Proxy Statement under applicable laws.
• The Board continues to unanimously recommend that you vote FOR each of the proposals to be voted on at the Special Meeting, as described in the Definitive Proxy Statement.

Industry Context

The document references several publicly traded companies in the specialty pharmaceuticals industry for comparison purposes, including Aquestive Therapeutics, ARS Pharmaceuticals, Aurinia Pharmaceuticals, Heron Therapeutics, MannKind Corporation, Ocular Therapeutix, Pacira Biosciences, Supernus Pharmaceuticals, and XERIS Biopharma Holdings.

Comparison to Industry Standards

• Evercore compared OptiNose to publicly traded companies in the specialty pharmaceuticals industry, including Aquestive Therapeutics, ARS Pharmaceuticals, Aurinia Pharmaceuticals, Heron Therapeutics, MannKind Corporation, Ocular Therapeutix, Pacira Biosciences, Supernus Pharmaceuticals, and XERIS Biopharma Holdings.
• The analysis involved calculating enterprise value as a multiple of estimated calendar years 2025 and 2026 revenue (TEV / 2025E Revenue and TEV / 2026E Revenue).
• The median TEV / 2025E Revenue for the benchmarked companies was 4.2x, and the median TEV / 2026E Revenue was 3.5x.
• Evercore also reviewed selected precedent transactions involving target companies in the specialty pharmaceuticals industry, including the acquisition of Alimera Sciences by ANI Pharmaceuticals and Paratek by Gurnet Point Capital LLC.
• This analysis indicated a median TEV / LTM Revenue multiple of 4.1x for the selected transactions.

Legal Proceedings

• Two complaints have been filed in state court in New York by purported Company stockholders against the Company and the members of the Board in connection with the merger: Thompson v. OptiNose, Inc., et al., Index No. 652528/2025 (N.Y. Sup. Ct., filed April 23, 2025); and Smith v. OptiNose, Inc., et at., Index No. 652552/2025 (N.Y. Sup. Ct., filed April 24, 2025).
• The Stockholder Litigation alleges misrepresentation claims under New York common law relating to the Definitive Proxy Statement.
• Additionally, between April 7, 2025 and May 5, 2025, the Company received thirteen Demand Letters from purported stockholders of the Company generally alleging that the Definitive Proxy Statement contains alleged misstatements and omissions in violation of Section 14(a), Section 20(a) and Rule 14a-9 of the Exchange Act disclosure deficiencies in the preliminary proxy statement filed by the Company on April 3, 2025.

Stakeholder Impact

• The merger will impact stockholders, who will receive cash and contingent value rights.
• Employees may be affected by the merger, depending on integration plans.
• Customers and vendors could be impacted by changes in the company's operations following the merger.

Next Steps

• Stockholders will vote on the proposed merger at the Special Meeting on May 16, 2025.
• The company will continue to defend against the stockholder litigation.
• The company will work to obtain necessary regulatory approvals for the merger.

Key Dates

Keywords

merger, OptiNose, Paratek, proxy statement, stockholder litigation, supplemental disclosures, special meeting, Evercore, financial forecasts